TERMS AND CONDITIONS FOR SALES OF COMPONENT PARTS

DEFINITIONS:
As used herein, the Component Order and any attachments thereto shall collectively be referred to as the "Component Order"; the company or person to whom the Component Order is addressed shall be referred to as the "Buyer"; American Steel Buildings, Inc. shall be referred to as the "Seller"; and the equipment, materials, goods, or chattels with respect to the contents of the order shall be collectively referred to as the "Goods". The titles to each of the various paragraphs are included for convenience or reference only and shall have no effect on, or be deemed as part of, the text of this agreement.

CONTRACT:
Buyer's signature on a Component Order for Component Parts acknowledges that Buyer has read and understands the following Terms and Conditions for Sales of Component Parts and agrees to each term or condition as stated. No oral agreement or other understanding shall in any way modify the Component Order or the terms and conditions herein; written modifications, to be effective, must refer to the Component Order number to be modified. In the event that terms or conditions stipulated by Buyer are inconsistent with Seller's Terms and Conditions, Seller's Terms and Conditions shall govern. If Buyer is a legal entity, including, but not limited to, a corporation, limited partnership or joint venture, Buyer represents to Seller that this agreement and its execution have been duly authorized by all necessary entity officers and proceedings.

ORDER ACCEPTANCE:
All Orders of Component Parts must be documented by a written Component Order and signed by Buyer AND Seller for a valid Component Order/contract to exist. A faxed, signed, copy of a Component Order shall act as an original. Buyer's signature on the Component Order signifies that (1) Buyer has checked the Component Order for accuracy (2) Buyer agrees to timely accept the component parts, as Itemized In the Component Order, when fabrication is completed, and (3) Buyer agrees to timely pay the agreed price as stated on the Component Order. Seller's signature on the Component Order signifies that Seller agrees to fabricate the order in a workmanlike manner.

CHANGES/CANCELLATIONS:
Orders are specially fabricated to Buyer's specifications and fabrication of an order could begin within the hour of order acceptance. Any change or cancellation of an order shall be made promptly and in writing, signed by both Buyer and Seller, and referencing the Component Order number of the order to be changed or canceled. If written cancellations or changes are made by FAX, Buyer must obtain signed verification from Seller that the cancellation was received in order for the cancellation or change order to be valid. Seller agrees to process this cancellation and/or change order in a timely manner. Buyer agrees to pay for any goods fabricated on the order prior to processing the cancellation and/or change order. Any fabrication change may delay the date of delivery.

FABRICATION LEAD TIME:
Orders for fabricated goods are normally ready to load in three (3) to ten (10) working days. This completion schedule depends on the type of goods ordered and the current order backlog and is not guaranteed. If shipment of any part of the order is delayed or is not in accordance with the order, the Buyer's obligation to accept the remainder of the goods shall not be affected.

PRICING:
All prices quoted are net F.O.B. Seller's plant, with payment in lawful currency of the USA, in Jacksonville, Florida. Prices in Seller's book are subject to change without notice and should be verified. Current prices must be obtained by calling Seller for a quotation. All quotations are for acceptance within fifteen days. After fifteen days, prices are subject to change without notice.

SALES OR USE TAX:
Prices quoted do not include applicable sales or use taxes, and Seller shall charge Buyer the applicable tax unless a valid sales or use tax exemption can be verified prior to goods shipment or pickup. Buyers placing orders for resale can verify an exemption by providing Seller with a signed copy of their original resale certificate. Buyers wishing to obtain other tax exemptions can verify that exemption by submitting written documentation stating the reason for exempt status.

MINIMUM ORDER SIZE FOR COMPONENT PARTS:
Minimum charge for any fabricated order is $25.00. Minimum charge for any stocked item order is $10.00.

PAYMENT TERMS:
Shipments and delivery shall be subject to approval by Seller's Credit Department and Seller reserves the right, previous to delivery, to require from Buyer satisfactory security for performance of Buyer's Obligations.

  1. First time or occasional Buyers shall pay cash on delivery, C.O.D., for the contract value of the goods, plus any applicable taxes and freight charges, on or before the date of shipment or, if Buyer is picking up the goods, at the time Buyer picks up the order. Payment shall be made with cash or Cashier's Check payable to American Steel Buildings, Inc. In some circumstances, prior arrangements can be made through Seller's Credit Department to accept a personal or company check. Personal or company checks shall be verified with the Buyer's bank prior to shipment or pick up which may delay fabrication time. Seller shall not be responsible for any delay of an order caused by the process of verifying checks. Acceptance of a personal or company check is at Seller's sole discretion.
  2. Fabricated orders may require a 50% deposit before fabrication can begin. Deposit requirements will be established before the Component Order is signed.
  3. Orders are specialty fabricated to Buyer's specifications as itemized in the Component Order and are not suitable for resale. If shipment or pick up of specially fabricated goods is delayed at request of Buyer, cash for contract value of the goods will be due and payable upon Seller's offer to make the shipment or upon notification that the goods are ready for pick up unless other arrangements have been made in writing, signed by both Buyer and Seller.

All deferred payments shall bear interest from time they are due until paid at the rate of six percent (6%) per annum, and if collection of the account requires any legal counsel or procedures, Buyer agrees to pay reasonable attorney's fees plus Interests, costs, and any other damages as may be allowed by law. No failure of the Seller to exercise any right occurring from default of the Buyer, shall impair the Seller's rights in case of any subsequent default.

This Component Order/contract shall be deemed to have been made and entered into in the State of Florida and shall be enforced, interpreted and consented according to the laws of the State of Florida and shall be enforced, interpreted and construed according to the laws of the State of Florida. Any and all obligations and payments are due and performable and payable in Duval County, Florida, and Buyer and Seller agree that venue, for purposes of any and all lawsuits, causes of action, arbitrations, or other disputes shall be in Harris County, Florida.

FORCE MAJEURE:
Seller shall not be responsible for any delays occasioned by transportation difficulties, priorities of any kind, strikes, failure of equipment, accidents, weather, war, acts of God, or any other causes beyond Seller's reasonable control, and no penalties or liquidated damages are provided for herein, and in no event shall Seller be liable for any special or consequential damages.

TITLE AND RISK:
Title to the goods shall pass to Buyer upon Shipment or at the time the goods are picked up at Seller's plant.

FREIGHT ARRANGEMENTS:
When requested by Buyer, Seller will make every effort to arrange shipments via what Seller considers, but does not warrant, to be a reliable, insured, bonded trucking company with well-maintained equipment and responsible drivers who will arrive with the Buyer's order on the day and time the Buyer requests. However, Seller shall not be responsible for delays, damages or injuries of any kind resulting from transportation problems. If this is unacceptable, Buyer has the option of picking up his order himself. (See Buyer Pick-up).

C.O.D. SHIPMENTS:
Seller does not include freight charges in the price quotation. C.O.D. Account orders that require shipment via LTL or flatbed truck lines will incur a C.O.D. charge from the freight carrier upon goods arrival. This is payable to the freight carrier on FREIGHT COLLECT shipments, or to Seller on FREIGHT PREPAID shipments. Cash or Cashier's Check, payable to American Steel Buildings, Inc., shall be the method of payment for C.O.D. shipments unless prior arrangements have been made through Seller's Credit Department to accept a personal or company check. Full payment of the C.O.D. contract amount, plus taxes and freight charges must be made to the truck driver before any goods can be unloaded. Seller reserves the right to approve the freight carrier to be used on all C.O.D. shipments.

BUYER PICK-UP:
Buyers may pick up their goods at Seller's plant. Seller's Shipping Department normally loads on a first-come, first- serve basis, beginning at 6:00 a.m. Monday through Friday (excluding holidays and inventory days). Buyers picking up large orders should be in the Seller's plant no later than 2:00 p.m. while small orders must be in the Seller's plant no later than 4:00 p.m. Buyer should call ahead to verify this loading schedule. Loading, depending on the quantity and types of goods, may take several hours or more. C.O.D. orders shall not be loaded until the order to be loaded is paid in full. Buyers are responsible for sending suitable vehicles, capable of hauling the size and weight of the Buyer's order. Since Seller loads with overhead cranes and forklifts, a flatbed trailer without side boards is most suitable. Seller cannot load open end, closed trailers, such as horse trailers. Seller shall not be responsible for damage incurred to a vehicle or goods if the vehicle provided is inappropriate or inadequate for hauling the order.

Seller will load goods for pick up, but Buyer shall be responsible for providing a method for securing the goods to the vehicle and for securing the goods. Seller does not sell ropes, straps or other devices to secure goods for transport. Seller shall not be liable for any damage or loss of goods, vehicles or persons caused from unsecured or improperly secured goods shifting or failing from Buyer's vehicle during transport, or caused from Buyer rearranging or loading goods. Loading or rearranging of goods by Buyer shall not be allowed on Seller's premises.

Seller requests that a Buyer's vehicle or trailer be empty of all goods prior to loading. Seller will not re-arrange any existing goods on Buyer's vehicle or trailer. Seller will not block over any existing Buyer goods in order to load Seller provided goods on top. Seller may refuse to load a Buyer's order if risk to other Buyer goods is thought possible by Seller.

PARTIAL ORDERS:
Partial Pick-ups are occasionally allowed, at Seller's discretion. Partial pick-ups shall be pre-approved in writing. In cases where partial pick-ups are part of a C.O.D. order, payment for the entire order balance shall be due on the initial pick up. Buyer shall be responsible for any additional freight charges for multiple pick-ups.

COMPLETED ORDERS NOT SHIPPED OR PICKED UP WITHIN 30 DAYS:
Any Order which has not been shipped or picked up within 30 days of completion risks damage from prolonged storage and excessive handling within the loading area. Seller shall not be responsible for any damage to, or loss of, any part of such an order. Any part of such an order irreparably damaged or lost must be reordered and prepaid at current prices by Buyer. Seller shall not be responsible for any charges due to delays, increased goods costs, or additional freight incurred on the replacement order. Any unpaid account of an order specially fabricated and not shipped or picked up within 30 days may be turned over to an attorney for collection of the entire agreed price of the order, plus attorney fees and any other interests, costs and damages as may be allowed by law.

BILL OF LADING:
Buyer is responsible for checking to see that he received the goods listed on the Bill of Lading and for notating any obvious shortages or damages on the Bill of Lading prior to signing for the goods. Failure to indicate visible shortages or damages on the signed Bill of Lading shall immediately waive any claim of shortage or damage. It is Buyer's responsibility to retain the Bill of Lading. Loss of the Bill of Lading shall also waive any claim of shortage or damage to goods.

SHORTAGES/DAMAGES:
Any shortages or damages not readily discernable at the time of shipment or pick up must be reported to Seller within seven days after the date of shipment or pick up to be actionable. In the event that Seller was responsible for the shortage/damage, Seller will send the goods to the job site via a reasonable cost shipping method of Seller's choice. Seller shall not send Items via overnight air freight or direct hotshot truck lines unless the Buyer prepays for such service.

REFUNDS / CREDITS:
Buyers may receive a refund or credit, minus the restocking fee, on authorized returned goods or on deposits placed on orders that are canceled prior to fabrication. Seller will credit the account of "Open Account" Buyers or issue a check to "C.O.D. Accounts". Credits will be processed within seven calendar days after the return. Refunds, if payment was in cash or Cashier's Check, will be processed within three calendar days. Refunds, if payment was by personal or company check, will be processed within three calendar days after Seller has verification that the Buyer's check has cleared the Buyer's bank.

ITEMS SOLD AS "REJECTS" OR "SECONDS":
Items sold using the term "Reject" or "Seconds" in the description are not returnable for any reason. These are not first quality goods and may not be compatible with or match the color of first quality goods. Certain lots of colors may never be available again. Defects may include shape, color, size, gauge or any other reason. Seller is not responsible for identifying the specific defect. These goods are sold on a first-come, first-served basis without a warranty of any kind.

SPECIAL ORDER ITEMS:
Special order items may be subject to a deposit before the order will be processed. These items are not returnable and cannot be canceled once Seller's supplier has fabricated and/or shipped these items. It is Buyer's responsibility to determine which items are special order.

MATERIAL TAKE-OFFS:
Seller does not offer this service, except on 24 GA Standing Seam roof systems. To keep prices as low as possible, the list of materials required is always the Buyer's responsibility. Salesmen will offer information on its products which Buyer needs to compose the list, but under no circumstances will Seller be responsible for a goods take-off.

ENGINEERING ADVICE:
Seller does not offer engineering advice through Component Sales. Section properties on panels and standard Zees and Cees are available, upon request, so the Buyer's Engineer can determine the necessary design for the desired application, but Seller shall not be responsible for any damage or injury resulting from design problems of any kind.

ERECTION DRAWINGS:
Seller does not supply erection drawings for Component Sales, except on 24 GA Standing Seam roof systems.

PROFESSIONAL INSTALLATION RECOMMENDED:
Seller's goods should be installed by qualified professionals. If Buyer is not a qualified professional himself, Buyer should hire an erector who is trained and experienced with installing and erecting steel building materials. Seller shall not be responsible for damages to property or injuries to persons due to negligent or improper installation by any person.

COLOR MATCH:
Seller's standard colors for panels and trim may not match colors offered by competitors, even though the color name may be exactly the same. It is Buyer's responsibility to match colors to existing goods before ordering from Seller. Color charts are available on request.

RED OXIDE PRIMER:
Seller's standard red oxide primer is intended to be an impermanent, provisional coating for short-term field protection only. Seller is not responsible for the standard red oxide primer's compatibility to any finish coat applied by the Buyer. Bundling, loading, shipping, the weather, and other conditions can cause abrasion and rust on primed goods which may require repair and a second coat of primer by Buyer. Seller shall not be responsible for the appearance of paint applied by Buyer.

MISCELLANEOUS:
In the event that one or more of the provisions hereof shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Component Order shall be construed as if such invalid or unenforceable provision had never been contained herein.

WARRANTY:
Seller warrants its products against failure due to defective goods or workmanship, for one (1) year provided that Seller's liability shall be limited to the repair or replacement of defective parts, F.O.B. Buyer's job site (dismantling and installation are not included). Seller does not warrant products which are not manufactured by Seller except to the extent of the warranty Seller receives from the supplier. Seller makes no warranty, express or implied, as to the merchantability or fitness for any particular purpose of the goods sold under this contract. Claims for defective goods must be made to Seller, in writing, within seven (7) days after the date of shipment, or shall be conclusively waived. Unless specified in writing, Seller makes no other warranty, express or implied, and Seller's liability shall be limited to this paragraph. Seller shall not be liable for any direct or consequential damages which Buyer may suffer.

 


The parties below acknowledge that they have read and understand American Steel Building, Inc.'s Terms and Conditions for Sales of Component Parts and agree to abide by the terms and conditions as stated.

BUYER:
Agreed to and Accepted by Buyer:

By:

(Buyer)

Company Name:

Title:

Date:

Buyer's Present Physical Address:





SELLER:
Agreed to and Accepted by Seller at Jacksonville, FL:

By:

(American Steel Buildings, Inc.)

Title:

Date: